0001079973-12-000075.txt : 20120213 0001079973-12-000075.hdr.sgml : 20120213 20120213170911 ACCESSION NUMBER: 0001079973-12-000075 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: JUSTIN B. BORUS GROUP MEMBERS: LAZARUS MANAGEMENT CO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54235 FILM NUMBER: 12600187 BUSINESS ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 9087871700 MAIL ADDRESS: STREET 1: CONNELL CORPORATE CENTER STREET 2: 300 CONNELL DRIVE, 5TH FLOOR CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARUS INVESTMENT PARTNERS LLLP CENTRAL INDEX KEY: 0001232118 IRS NUMBER: 562347695 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 303-500-8821 MAIL ADDRESS: STREET 1: 3200 CHERRY CREEK SOUTH DRIVE STREET 2: SUITE 670 CITY: DENVER STATE: CO ZIP: 80209 SC 13G/A 1 adat_scd13ga3-022012.htm AMENDMENT NO 3 TO SCHEDULE 13G adat_scd13ga3-022012.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. 3)

Under the Securities Exchange Act of 1934


Authentidate Holding Corp.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
 
052666104
  
(CUSIP Number)
 
 
February 13, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x      Rule 13d-1(b)
 
x      Rule 13d-1(c)
 
o       Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
 
 

 
 
 
 
 

1.
 NAMES OF REPORTING PERSONS.
 
 LAZARUS INVESTMENT PARTNERS LLLP 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o 
 (b)   o 
3.
 SEC USE ONLY
4.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Delaware 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
 SOLE VOTING POWER
 
 8,745,259 
6.
 SHARED VOTING POWER
 
 0 
7.
 SOLE DISPOSITIVE POWER
 
 8,745,259 
8.
 SHARED DISPOSITIVE POWER
 
 0 
9.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,745,259 
10.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
11.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 16.3% 
12.
 TYPE OF REPORTING PERSON (See Instructions)
 
 PN 


2
 
 
 
 
 

1.
 NAMES OF REPORTING PERSONS.
 
 LAZARUS MANAGEMENT COMPANY LLC 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See Instructions)
 (a)   o 
 (b)   o 
3.
 SEC USE ONLY
4.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 Colorado 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
 SOLE VOTING POWER
 
8,745,259 
6.
 SHARED VOTING POWER
 
 0 
7.
 SOLE DISPOSITIVE POWER
 
8,745,259 
8.
 SHARED DISPOSITIVE POWER
 
0 
9.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,745,259 
10.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
11.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 16.3% 
12.
 TYPE OF REPORTING PERSON (See Instructions)
 
 IA 


3
 
 
 
 
 
 

1.
 NAMES OF REPORTING PERSONS.
 
 JUSTIN B. BORUS 
2.
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 (a)   o 
 (b)   o 
3.
 SEC USE ONLY
4.
 CITIZENSHIP OR PLACE OF ORGANIZATION
 
 United States 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
 SOLE VOTING POWER
 
 8,745,259 
6.
 SHARED VOTING POWER
 
 0 
7.
 SOLE DISPOSITIVE POWER
 
 8,745,259 
8.
 SHARED DISPOSITIVE POWER
 
 0 
9.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 8,745,259 
10.
 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 o
11.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 16.3% 
12.
 TYPE OF REPORTING PERSON (See Instructions)
 
 IN/HC 
 

4
 
 
 
 

Item 1.
  

(a)         Name of Issuer:

Authentidate Holding Corp.

(b)         Address of Issuer’s Principal Executive Office:

Connel Corporate Center
300 Connell Drive, 5th Floor
Berkeley Heights, NJ  07922

Item 2.
  

(a)         Name of Person Filing:

Lazarus Investment Partners LLLP (“Lazarus Partners”)
Lazarus Management Company LLC (“Lazarus Management”)
Justin B. Borus

(b)         Address of Principal Business Office or, if none, Residence:

The business address of each of Lazarus Partners, Lazarus Management and Justin B. Borus is 3200 Cherry Creek South Drive, STE: 670, Denver, Colorado 80209.

(c)         Citizenship:

Reference is made to Item 4 of pages 2–4 of this Schedule 13G (this “Schedule”), which Items are incorporated by reference herein.

(d)         Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Securities”)

(e)         CUSIP Number:

052666104

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
o
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
o
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
o
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
o
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
x
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
o
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
x
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
5
 
 
 
 
o
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
o
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
o
(j)
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Reference is hereby made to Items 5-9 and 11 of pages 2 - 4 of this Schedule, which Items are incorporated by reference herein.

The Securities reported on this Schedule as beneficially owned by Lazarus Management are held by or for the benefit of Lazarus Partners.  The Securities consist of 8,745,259 shares of common stock beneficially owned as of the filing of this Schedule.  The reporting persons also own Series C Preferred Stock and common stock warrants which are not currently exercisable and are not therefore deemed to be beneficially owned for purposes of Rule 13d-3 of the Act.  Lazarus Management, as the investment adviser of Lazarus Partners, and as the general partner of Lazarus Partners, and Justin B. Borus, as the managing member of Lazarus Management, may be deemed to beneficially own the Securities held by Lazarus Partners for the purposes of Rule 13d-3 of the Act, insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Lazarus Management or Mr. Borus is, for any other purpose, the beneficial owner of any of the Securities, and each of Lazarus Management and Mr. Borus disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

The calculation of percentage of beneficial ownership in Item 11 of pages 2 - 4 was derived from information in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 9, 2012, based on 53,801,608 shares of common stock outstanding as of February 3, 2012.

Item 5.
Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

 
6

 
 
 
 
Item 8.
Identification and Classification of Members of the Group.

Not Applicable.

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certification.

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2012
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
/s/ Justin B. Borus
Justin B. Borus
 
 
 
 
EXHIBIT INDEX

Exhibit A
          
Joint Filing Undertaking
          
Page 8
 
 
 
7
 
 
 
EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.


Dated: February 13, 2012
 
LAZARUS INVESTMENT PARTNERS LLLP
 
By: Lazarus Management Company LLC
       its general partner
 
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
LAZARUS MANAGEMENT COMPANY LLC
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Chief Compliance Officer 
 
 
/s/ Justin B. Borus
Justin B. Borus
 

 
 
 
8